Board Setup

Governance map

Object of governance / Stakeholder
Officers
Team
Consules (holders delegates)
Communications (resources & social media)
✅ decide
🆗 consult
🆗 consult
Funds / Assets
✅ decide
🆗 consult
🆗 consult
Protocol
✅ decide
🆗 consult
Application
✅ decide
🆗 consult

Bylaws

  • Delegates duties (officers included):
    • Steer the organization towards a sustainable future by adopting sound, ethical, and legal governance and financial management policies, as well as by making sure the organization has adequate resources to advance its mission.
    • Provide open access to experts, communication, information
    • Enable cross promotion and brand association (whenever relevant)
    • Attend quarterly meeting (online, 1-2 hours), example agenda below. Delegates are expected to attend all/most meetings, systemic absence can lead to exclusion
  • Work of active delegates is a subject to reward, details to be decided during after the selection process
  • The number of delegates is to be defined (quorum is 4 for 7, 5 for 9 etc)
  • First delegates are hand picked by the current officers, after a 6-12 month term it can be changed for elections (both board members and officers)
  • Officers shall serve a term of one year from the annual meeting at which they are elected and until their successors are duly elected.
  • The president shall preside at meetings of the Delegates, authorize calls for special meetings, appoint all committees, execute all documents authorized by the Delegates, serve as an ex-officio voting member of all committees except the nominating committee, co-sign all checks drawn on funds held in custody of the library (independently of the municipality), and generally perform all duties associated with the governance.
  • The vice president, in the event of the absence or disability of the president, or of a vacancy in that office, shall assume and perform the duties and functions of the president.
  • The secretary shall keep true and accurate minutes of all meetings of the Board, shall issue notice of all regular and special meetings, and shall perform such other duties as are generally associated with the office of secretary. The library director or a member of the staff may be designated by the Board to perform any or all of the above duties.
  • CFO shall co-sign all checks drawn on funds, sign all vouchers, and perform such duties as generally devolve upon the office. CFO shall make monthly reports to the Board showing in detail the amount and investment of, and income and disbursements from, the funds in his or her charge.

Processes

  • T-7 days Founders/CFO/Finance team:
    • Identify the two strategic topics for discussion with the board
    • Share with executive team to align on topics for discussion
    • Outline topics and write/collect content to be covered
    • Share draft deck with end of month close data with executive team
  • T-5 days
    • Officers comment/edit and provide feedback to Finance Team
    • Finance Team finalizes the deck including formatting
    • Final review if deck and backup data sent to founders and CFO
  • T-3 days
    • Review and final run of edits
    • Distribute deck to Board of Delegates (BoD)
  • T-2 days BoD submits questions (particularly on KPIs)
  • T-1 days Team consolidates and answers all questions from BoD
  • T-0 Set expectations upfront (which sections you want to spend the most time and where do you need more feedback)

💡

Example Agenda - Highlights / Lowlights (10 mins) - Performance / KPIs (50 mins) - Strategic topic 1: 3 Year Strategic Plan (45 mins) Options they considered, Decision framework, Product roadmap they plan to pursue, Product areas they don’t plan to pursue, Known vs. Unknown risks, Initial assessment of economic value to the business, Discussion on overall thinking and plan - Strategic topic 2: Engineering Org - Current and Future (45 mins) Current Engineering Org, Hiring Scale, Future Engineering Org (18 months), Talent Assessment, Talent Plan: Retention, Development and Recruitment Opportunities - Closed Session - 30 mins (e.g., Any board matters such as approvals, sensitive topics, and feedback)